UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 thereunder)
(Amendment No. 3)
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FOODARAMA SUPERMARKETS, INC.
(Name of Issuer)
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SAKER HOLDINGS CORP.
JOSEPH J. SAKER
RICHARD J. SAKER
JOSEPH J. SAKER, JR.
THOMAS A. SAKER
JOSEPH SAKER FAMILY PARTNERSHIP, L.P.
(Name of Person(s) Filing Statement)
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Common Stock, par value $1.00 per share
(Title of Class of Securities)
344820105
(CUSIP Number of Class of Securities)
Michael Shapiro
Chief Financial Officer
922 Highway 33
Building 6, Suite l
Freehold, New Jersey 07728
(732) 294-2270
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
With a Copy to:
John A. Aiello, Esq.
Giordano, Halleran & Ciesla, P.C.
125 Half Mile Road
P.O. Box 190
Middletown, New Jersey 07748
(732) 741-3900
This statement is filed in connection with (check the appropriate box):
a. |_| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. |_| The filing of a registration statement under the Securities Act of
1933.
c. |X| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: |_|
Check the following box if the filing is a final amendment reporting the
results of the transaction: |X|
CALCULATION OF FILING FEE
Transaction Valuation (1) Amount of Filing Fee (2)
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$27,303,745 $2,922
(1) Estimated for purposes of calculating filing fee only. This calculation
assumes the purchase of 511,165 shares of common stock of Foodarama
Supermarkets, Inc. at the tender offer price of $53 per share of common
stock. The transaction value also takes into account 4,000 stock options
outstanding not held by the filing persons listed above.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No.
5 for fiscal year 2006 issued by the Securities and Exchange Commission,
equals $107.00 per million of transaction value, or $2,922.
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $2,922
Form or Registration No.: Schedule TO
Filing Party: Saker Holdings Corp. Gloria Saker
Richard J. Saker Nadine Saker Mockler
Joseph J. Saker Denise Saker Marder
Joseph J. Saker, Jr. Richard James Saker
Thomas A. Saker Joseph Saker Family Partnership, L.P.
Date Filed: May 9, 2006
INTRODUCTION
This Amendment No. 3 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(this "Amendment") amends and supplements the Rule 13e-3 Transaction Statement
on Schedule 13E-3 (the "Schedule 13E-3") filed with the Securities and Exchange
Commission (the "SEC") on June 1, 2006, as amended by Amendment No. 1 to
Schedule 13E-3 filed with the SEC on June 16, 2006 and as further amended by
Amendment No. 2 to Schedule 13E-3 filed with the SEC on July 20, 2006. This
Amendment is being filed by Saker Holdings Corp. (the "Purchaser"), a Delaware
corporation formed by a purchaser group consisting of Richard J. Saker,
President and Chief Executive Officer of Foodarama Supermarkets, Inc.
("Foodarama"), Joseph J. Saker, Chairman of Foodarama, Joseph J. Saker, Jr.,
Senior Vice President - Marketing and Advertising and Secretary of Foodarama,
Thomas A. Saker, Vice President of Store Operations of Foodarama, Joseph Saker
Family Partnership, L.P. and four other members of the family of Joseph J. Saker
(collectively, the "Purchaser Group"), and certain members of the Purchaser
Group.
This Amendment relates to the offer by Purchaser to purchase all of the
outstanding shares of Foodarama common stock, $1.00 par value per share (the
"Shares"), not currently owned by the Purchaser Group, at a price of $53 per
Share, in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase (the "Offer to Purchase"), which is attached as Exhibit
(a)(1)(i) to Amendment No. 2 to Tender Offer Statement on Schedule TO filed with
the SEC on June 16, 2006 by the Purchaser and the Purchaser Group (the "Schedule
TO"), and the related Letter of Transmittal, attached to the Schedule TO as
Exhibit (a)(1)(ii) (the "Letter of Transmittal") (the Offer to Purchase and the
Letter of Transmittal collectively constitute the "Tender Offer"). The Tender
Offer is being made in connection with a "going private" transaction which will
result in Foodarama ceasing to be a publicly traded company.
The information set forth in the Offer to Purchase, including all
appendices thereto, is expressly incorporated by reference into this Amendment
in its entirety, and responses to each item in this Amendment are qualified in
their entirety by the provisions of the Offer to Purchase.
3
Item 15. Additional Information.
(b) Other Material Information.
This Amendment hereby amends and supplements the Schedule 13E-3 by adding
the following disclosure for Item 15 thereof:
On July 25, 2006, Foodarama and the Purchaser issued a press release
announcing that Purchaser has accepted for payment all of the Shares tendered as
of the expiration date of the Tender Offer for all of the outstanding Shares of
Foodarama common stock not owned by the Purchaser Group. Based upon information
provided by American Stock Transfer & Trust Company, the depositary for the
Tender Offer, 416,363 Shares were validly tendered (and not properly withdrawn)
in the Tender Offer prior to the Tender Offer's expiration at 12:00 midnight on
July 19, 2006. These Shares, together with shares held by members of the
Purchaser Group, represent approximately 91% of the outstanding common stock of
Foodarama.
Foodarama also announced that the share exchange between Foodarama and its
wholly owned subsidiary, FSM-Delaware, Inc. ("FSM-Delaware"), which had been
proposed in connection with the Tender Offer, became effective at 7:00 p.m. on
July 24, 2006, and, at that time, each outstanding share of Foodarama common
stock was exchanged for one share of common stock of FSM-Delaware. The share
exchange was immediately followed by the merger of FSM-Delaware with and into
Purchaser. As a result of the merger, shareholders of Foodarama who did not
tender Shares in the Tender Offer, other than the members of the Purchaser
Group, will receive $53 per share in cash for the shares of FSM-Delaware which
would otherwise be issuable to them pursuant to the share exchange, subject to
their right to seek appraisal rights under Delaware law. These transactions have
resulted in Foodarama becoming a wholly owned subsidiary of Purchaser and
ceasing to be a publicly traded company.
The full text of the press release is filed as Exhibit (a)(1)(xii) to
Amendment No. 4 to Schedule TO, filed by the Purchaser and the Purchaser Group
with the SEC on July 25, 2006.
Item 16. Exhibits.
Exhibit No. Description.
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(a)(1)(i) Offer to Purchase, incorporated by reference to Exhibit
(a)(1)(i) to Amendment No. 2 to Schedule TO, filed by the
Purchaser and the Purchaser Group with the SEC on June 16,
2006.
(a)(1)(ii) Letter of Transmittal, incorporated by reference to Exhibit
(a)(1)(ii) to Amendment No. 2 to Schedule TO, filed by the
Purchaser and the Purchaser Group with the SEC on June 16,
2006.
(a)(1)(iii) Notice of Guaranteed Delivery, incorporated by reference to
Exhibit (a)(1)(iii) to Amendment No. 2 to Schedule TO, filed
by the Purchaser and the Purchaser Group with the SEC on June
16, 2006.
4
(a)(1)(iv) Letter of Information from the Information Agent to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees,
incorporated by reference to Exhibit (a)(1)(iv) to Amendment
No. 2 to Schedule TO, filed by the Purchaser and the Purchaser
Group with the SEC on June 16, 2006.
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, incorporated by
reference to Exhibit (a)(1)(v) to Amendment No. 2 to Schedule
TO, filed by the Purchaser and the Purchaser Group with the
SEC on June 16, 2006.
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9, incorporated by reference to Exhibit
(a)(1)(vi) to Amendment No. 2 to Schedule TO, filed by the
Purchaser and the Purchaser Group with the SEC on June 16,
2006.
(a)(1)(vii) Letter to Shareholders, incorporated by reference to Exhibit
(a)(1)(vii) to Amendment No. 2 to Schedule TO, filed by the
Purchaser and the Purchaser Group with the SEC on June 16,
2006.
(a)(1)(viii) Press Release issued by Foodarama relating to the Tender
Offer, incorporated by reference to Exhibit 99.2 to Schedule
TO, filed by the Purchaser and the Purchaser Group with the
SEC on December 2, 2005.
(a)(1)(ix) Proposal Letter to Foodarama, dated December 1, 2005,
incorporated by reference to Exhibit 99.1 to Schedule TO,
filed by the Purchaser and the Purchaser Group with the SEC on
December 2, 2005.
(a)(1)(x) Press Release issued by the Purchaser announcing the
commencement of the Tender Offer, incorporated by reference to
Exhibit (a)(1)(x) to Amendment No. 2 to Schedule TO, filed by
the Purchaser and the Purchaser Group with the SEC on June 16,
2006.
(a)(1)(xi) Press Release issued by Foodarama and the Purchaser announcing
the results of the Tender Offer and the approval of the share
exchange, incorporated by reference to Exhibit (a)(1)(xi) to
Amendment No. 3 to Schedule TO, filed by the Purchaser and the
Purchaser Group with the SEC on July 20, 2006.
(a)(1)(xii) Press Release issued by Foodarama and Purchaser announcing the
completion of the going private transaction, incorporated by
reference to Exhibit (a)(1)(xii) to Amendment No. 4 to
Schedule TO, filed by the Purchaser and the Purchaser Group
with the SEC on July 25, 2006.
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(a)(4) Proxy Statement/Prospectus, incorporated by reference to the
Proxy Statement/Prospectus contained in Amendment No. 3 to
Registration Statement on Form S-4, filed by FSM-Delaware,
Inc. with the SEC on June 13, 2006.
(b) Amended and Restated Commitment Letter, dated as of November
23, 2005, issued by GMAC Commercial Finance LLC, incorporated
by reference to Exhibit (b) to Amendment No. 3 to Schedule
13E-3, filed by Foodarama, the Purchaser and certain members
of the Purchaser Group with the SEC on June 13, 2006.
(c)(1) Fairness Opinion of William Blair & Company LLC, incorporated
by reference to Annex B to the Proxy Statement/Prospectus
contained in Amendment No. 3 to Registration Statement on Form
S-4, filed by FSM-Delaware, Inc. with the SEC on June 13,
2006.
(c)(2) Materials presented to the Special Committee by William Blair
& Company in connection with the March 2, 2006 meeting of the
Special Committee, incorporated by reference to Exhibit (c)(2)
to Amendment No. 1 to Schedule 13E-3, filed by Foodarama, the
Purchaser and certain members of the Purchaser Group with the
SEC on May 8, 2006.
(c)(3) Materials dated January 27, 2006 presented to the Special
Committee by William Blair & Company in connection with the
January 30, 2006 conference call with the Special Committee,
incorporated by reference to Exhibit (c)(3) to Amendment No. 3
to Schedule 13E-3, filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on June
13, 2006.
(c)(4) Materials dated January 20, 2006 presented to the Special
Committee by William Blair & Company in connection with the
January 23, 2006 meeting of the Special Committee,
incorporated by reference to Exhibit (c)(4) to Amendment No. 3
to Schedule 13E-3, filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on June
13, 2006.
(d)(1) Agreement and Plan of Share Exchange, dated March 2, 2006, by
and between Foodarama and FSM-Delaware, incorporated by
reference to Annex A to the Proxy Statement/Prospectus
contained in Amendment No. 3 to Registration Statement on Form
S-4, filed by FSM-Delaware, Inc. with the SEC on June 13,
2006.
(d)(2)(i) Tender Offer and Support Agreement, dated as of March 2, 2006,
between Foodarama and Purchaser, incorporated by reference to
Exhibit 99.2 to the report on Form 8-K/A filed by Foodarama
with the SEC on March 27, 2006.
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(d)(2)(ii) First Amendment to Tender Offer and Support Agreement, dated
June 7, 2006, by and between Foodarama and Purchaser,
incorporated by reference to Exhibit (d)(2)(ii) to Amendment
No. 3 to Schedule 13E-3, filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on June
13, 2006.
(d)(3) Form of Agreement and Plan of Merger, by and between
FSM-Delaware and Purchaser, incorporated by reference to Annex
D to the Proxy Statement/Prospectus contained in Amendment No.
3 to Registration Statement on Form S-4, filed by FSM-Delaware
with the SEC on June 13, 2006.
(d)(4) Custody Agreement and Limited Power of Attorney, by and among
Purchaser and members of the Purchaser Group, incorporated by
reference to Exhibit (d)(4) to Amendment No. 1 to Schedule
13E-3 filed by Foodarama, the Purchaser and certain members of
the Purchaser Group with the SEC on May 8, 2006.
(d)(5) Custody Agreement, by and among Purchaser and members of the
Purchaser Group, incorporated by reference to Exhibit (d)(5)
to Amendment No. 1 to Schedule 13E-3 filed by Foodarama, the
Purchaser and certain members of the Purchaser Group with the
SEC on May 8, 2006.
(d)(6) Exchange Agreement, dated March 2, 2006, by and among
Purchaser and members of the Purchaser Group, incorporated by
reference to Exhibit (d)(6) to Amendment No. 1 to Schedule
13E-3 filed by Foodarama, the Purchaser and certain members of
the Purchaser Group with the SEC on May 8, 2006.
(d)(7) Amendment No. 1 to Exchange Agreement, dated March 17, 2006,
by and among Purchaser and members of the Purchaser Group,
incorporated by reference to Exhibit (d)(7) to Amendment No. 1
to Schedule 13E-3 filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on May 8,
2006.
(f) Section 262 of the Delaware Business Corporation Act Re:
Appraisal Rights of Stockholders, incorporated by reference to
Schedule A to the Offer to Purchase.
(g) None.
7
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 25, 2006 Saker Holdings Corp.
By: /s/ Richard J. Saker
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Name: Richard J. Saker
Title: President and Chief Executive Officer
/s/ Joseph J. Saker
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Joseph J. Saker
/s/ Richard J. Saker
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Richard J. Saker
/s/ Joseph J. Saker, Jr.
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Joseph J. Saker, Jr.
/s/ Thomas A. Saker
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Thomas A. Saker
Joseph Saker Family Partnership, L.P.
By: The Saker Family Corporation
By: /s/ Richard J. Saker
---------------------------------------
Name: Richard J. Saker
Title: President
EXHIBIT INDEX
Exhibit No. Description.
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(a)(1)(i) Offer to Purchase, incorporated by reference to Exhibit
(a)(1)(i) to Amendment No. 2 to Schedule TO, filed by the
Purchaser and the Purchaser Group with the SEC on June 16,
2006.
(a)(1)(ii) Letter of Transmittal, incorporated by reference to Exhibit
(a)(1)(ii) to Amendment No. 2 to Schedule TO, filed by the
Purchaser and the Purchaser Group with the SEC on June 16,
2006.
(a)(1)(iii) Notice of Guaranteed Delivery, incorporated by reference to
Exhibit (a)(1)(iii) to Amendment No. 2 to Schedule TO, filed
by the Purchaser and the Purchaser Group with the SEC on June
16, 2006.
(a)(1)(iv) Letter of Information from the Information Agent to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees,
incorporated by reference to Exhibit (a)(1)(iv) to Amendment
No. 2 to Schedule TO, filed by the Purchaser and the Purchaser
Group with the SEC on June 16, 2006.
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, incorporated by
reference to Exhibit (a)(1)(v) to Amendment No. 2 to Schedule
TO, filed by the Purchaser and the Purchaser Group with the
SEC on June 16, 2006.
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9, incorporated by reference to Exhibit
(a)(1)(vi) to Amendment No. 2 to Schedule TO, filed by the
Purchaser and the Purchaser Group with the SEC on June 16,
2006.
(a)(1)(vii) Letter to Shareholders, incorporated by reference to Exhibit
(a)(1)(vii) to Amendment No. 2 to Schedule TO, filed by the
Purchaser and the Purchaser Group with the SEC on June 16,
2006.
(a)(1)(viii) Press Release issued by Foodarama relating to the Tender
Offer, incorporated by reference to Exhibit 99.2 to Schedule
TO, filed by the Purchaser and the Purchaser Group with the
SEC on December 2, 2005.
(a)(1)(ix) Proposal Letter to Foodarama, dated December 1, 2005,
incorporated by reference to Exhibit 99.1 to Schedule TO,
filed by the Purchaser and the Purchaser Group with the SEC on
December 2, 2005.
(a)(1)(x) Press Release issued by the Purchaser announcing the
commencement of the Tender Offer, incorporated by reference to
Exhibit (a)(1)(x) to Amendment No. 2 to Schedule TO, filed by
the Purchaser and the Purchaser Group with the SEC on June 16,
2006.
(a)(1)(xi) Press Release issued by Foodarama and the Purchaser announcing
the results of the Tender Offer and the approval of the share
exchange, incorporated by reference to Exhibit (a)(1)(xi) to
Amendment No. 3 to Schedule TO, filed by the Purchaser and the
Purchaser Group with the SEC on July 20, 2006.
(a)(1)(xii) Press Release issued by Foodarama and Purchaser announcing the
completion of the going private transaction, incorporated by
reference to Exhibit (a)(1)(xii) to Amendment No. 4 to
Schedule TO, filed by the Purchaser and the Purchaser Group
with the SEC on July 25, 2006.
(a)(4) Proxy Statement/Prospectus, incorporated by reference to the
Proxy Statement/Prospectus contained in Amendment No. 3 to
Registration Statement on Form S-4, filed by FSM-Delaware,
Inc. with the SEC on June 13, 2006.
(b) Amended and Restated Commitment Letter, dated as of November
23, 2005, issued by GMAC Commercial Finance LLC on June 6,
2006, incorporated by reference to Exhibit (b) to Amendment
No. 3 to Schedule 13E-3, filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on June
13, 2006.
(c)(1) Fairness Opinion of William Blair & Company LLC, incorporated
by reference to Annex B to the Proxy Statement/Prospectus
contained in Amendment No. 3 to Registration Statement on Form
S-4, filed by FSM-Delaware, Inc. with the SEC on June 13,
2006.
(c)(2) Materials dated March 2, 2006 presented to the Special
Committee by William Blair & Company in connection with the
March 2, 2006 meeting of the Special Committee, incorporated
by reference to Exhibit (c)(2) to Amendment No. 1 to Schedule
13E-3, filed by Foodarama, the Purchaser and certain members
of the Purchaser Group with the SEC on May 8, 2006.
(c)(3) Materials dated January 27, 2006 presented to the Special
Committee by William Blair & Company in connection with the
January 30, 2006 conference call with the Special Committee,
incorporated by reference to Exhibit (c)(3) to Amendment No. 3
to Schedule 13E-3, filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on June
13, 2006.
(c)(4) Materials dated January 20, 2006 presented to the Special
Committee by William Blair & Company in connection with the
January 23, 2006 meeting of the Special Committee,
incorporated by reference to Exhibit (c)(4) to Amendment No. 3
to Schedule 13E-3, filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on June
13, 2006.
(d)(1) Agreement and Plan of Share Exchange, dated March 2, 2006, by
and between Foodarama and FSM-Delaware, incorporated by
reference to Annex A to the Proxy Statement/Prospectus
contained in Amendment No. 3 to Registration Statement on Form
S-4, filed by FSM-Delaware, Inc. with the SEC on June 13,
2006.
(d)(2)(i) Tender Offer and Support Agreement, dated as of March 2, 2006,
between Foodarama and Purchaser, incorporated by reference to
Exhibit 99.2 to the report on Form 8-K/A filed by Foodarama on
March 27, 2006.
(d)(2)(ii) First Amendment to Tender Offer and Support Agreement, dated
June 7, 2006, by and between Foodarama and Purchaser,
incorporated by reference to Exhibit (d)(2)(ii) to Amendment
No. 3 to Schedule 13E-3, filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on June
13, 2006.
(d)(3) Form of Agreement and Plan of Merger, by and between
FSM-Delaware and Purchaser, incorporated by reference to Annex
D to the Proxy Statement/Prospectus contained in Amendment No.
3 to Registration Statement on Form S-4, filed by FSM-Delaware
with the SEC on June 13, 2006.
(d)(4) Custody Agreement and Limited Power of Attorney, by and among
Purchaser and members of the Purchaser Group, incorporated by
reference to Exhibit (d)(4) to Amendment No. 1 to Schedule
13E-3 filed by Foodarama, the Purchaser and certain members of
the Purchaser Group with the SEC on May 8, 2006.
(d)(5) Custody Agreement, by and among Purchaser and members of the
Purchaser Group, incorporated by reference to Exhibit (d)(5)
to Amendment No. 1 to Schedule 13E-3 filed by Foodarama, the
Purchaser and certain members of the Purchaser Group with the
SEC on May 8, 2006.
(d)(6) Exchange Agreement, dated March 2, 2006, by and among
Purchaser and members of the Purchaser Group, incorporated by
reference to Exhibit (d)(6) to Amendment No. 1 to Schedule
13E-3 filed by Foodarama, the Purchaser and certain members of
the Purchaser Group with the SEC on May 8, 2006.
(d)(7) Amendment No. 1 to Exchange Agreement, dated March 17, 2006,
by and among Purchaser and members of the Purchaser Group,
incorporated by reference to Exhibit (d)(7) to Amendment No. 1
to Schedule 13E-3 filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on May 8,
2006.
(f) Section 262 of the Delaware Business Corporation Act Re:
Appraisal Rights of Stockholders, incorporated by reference to
Schedule A to the Offer to Purchase.
(g) None.